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January 31, 2024 VIA EDGAR United States Securities and Exchange Commission Office of Mergers & Acquisitions Washington, D.C. 20549-6010 | |
Attention: | Shane Callaghan |
| Christina Chalk |
|
|
Re: | MakeMyTrip Limited |
| Schedule TO-I Filed January 17, 2024 |
| File No. 005-85619 |
To the addressees set forth above:
On behalf of our client, MakeMyTrip Limited, a company incorporated under the laws of Mauritius (the “Company”), set forth below are the Company’s responses to the comments contained in the letter dated January 25, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Schedule TO-I filed by the Company on January 17, 2024 (the "Schedule TO-I").
An electronic version of the Company’s Amendment No. 1 (“Amendment No. 1”) to the Schedule TO-I, which has been revised to address the Staff’s comments to the Schedule TO-I, has been concurrently filed with the Commission through its EDGAR system.
The Staff’s comments are repeated below in italic and are followed by the Company’s responses. We have included page references to Amendment No. 1 where a response refers to the revised disclosure therein. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Schedule TO-I.
January 31, 2024
Page 2
Schedule TO-I Filed January 17, 2024
General
Response: We have revised the Expiration Date, and all corresponding references, to 11:59 p.m. Eastern Time on Tuesday, February 13, 2024. All references to “5:00 p.m. New York City time, on the Expiration Date” shall be read as references to “the Expiration Time, on the Expiration Date”, and the Expiration Time, on the Expiration Date is 11:59 p.m. Eastern Time on Tuesday, February 13, 2024.
Response: The second sentence on top of page 5 of the Repurchase Right Notice is restated to say: “To understand the Repurchase Right fully and for a more detailed description of the terms of the Repurchase Right, we urge you to carefully read the remainder of this Repurchase Right Notice.”
Right of Withdrawal, page 13
Response: We have revised this date to Wednesday, March 13, 2024.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Schedule TO-I through Amendment No. 1 to include the qualifier above.
January 31, 2024
Page 3
Plans or Proposals of the Company, page 14
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Schedule TO-I through Amendment No. 1.
Agreements Involving the Company’s Securities, page 15
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 15 of the Schedule TO-I through Amendment No. 1.
Additional Information, page 17
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 17 of the Schedule TO-I through Amendment No. 1 to remove the referenced disclosure.
*****
January 31, 2024
Page 4
If you have any questions regarding Amendment No. 1, please contact me at Stacey.Wong@lw.com or +65 6437 5450.
Very truly yours, | |
/s/ Stacey Wong | |
Stacey Wong | |
of LATHAM & WATKINS LLP |
cc: | Mohit Kabra, Group Chief Financial Officer, MakeMyTrip Limited | |
Rajiv Gupta, Partner, Latham & Watkins LLP |